Case 1:24-cv-11611-FDS Document 28 Filed 08/01/24 Page 1 of 36

UNITED STATES DISTRICT COURT

DISTRICT OF MASSACHUSETTS

UMG RECORDINGS, INC., CAPITOL

RECORDS, LLC, SONY MUSIC
ENTERTAINMENT, ATLANTIC
RECORDING CORPORATION, ATLANTIC
RECORDS GROUP LLC, RHINO
ENTERTAINMENT LLC, THE ALL
BLACKS U.S.A., INC., WARNER MUSIC
INTERNATIONAL SERVICES LIMITED, Civil Action No. 1:24-cv-11611-FDS
and WARNER RECORDS INC.,

Plaintiffs,

v.

SUNO, INC. and JOHN DOES 1-10,

Defendant.

ANSWER OF DEFENDANT SUNO, INC. TO COMPLAINT

Defendant Suno, Inc. (“Suno”), by and through its undersigned counsel, hereby answers

the complaint filed on June 24, 2024 (the “Complaint”) by Plaintiffs UMG Recordings, Inc.,

Capitol Records, LLC, Sony Music Entertainment, Atlantic Recording Corporation, Atlantic

Records Group LLC, Rhino Entertainment LLC, The All Blacks U.S.A., Inc., Warner Music

International Services Limited, and Warner Records Inc. (collectively, “Plaintiffs”).

PRELIMINARY STATEMENT

Suno is an artificial intelligence-powered tool for making new music. It is designed for

originality, and that is how real people in the real world use it—to create new songs that didn’t and

often couldn’t previously exist.

Like a human musician, Suno did not develop its capabilities in a vacuum. It is the product

of extensive analysis and study of the building blocks of music: what various genres and styles
 Case 1:24-cv-11611-FDS Document 28 Filed 08/01/24 Page 2 of 36

sound like; how songs in those genres and styles are harmonized and structured; the characteristic

timbres of the instruments and vocalizations in those genres and styles; and so on.

Those genres and styles—the recognizable sounds of opera, or jazz, or rap music—are not

something that anyone owns. Our intellectual property laws have always been carefully calibrated

to avoid allowing anyone to monopolize a form of artistic expression, whether a sonnet or a pop

song. IP rights can attach to a particular recorded rendition of a song in one of those genres or

styles. But not to the genre or style itself.

Notwithstanding those foundational freedoms, the Plaintiffs in this lawsuit seek to shut

Suno down. They are a collection of the largest record labels in the world, which collectively

dominates the music industry. They frame their concern as one about “copies” of their recordings

made in the process of developing the technology—that is, copies never heard or seen by anyone,

made solely to analyze the sonic and stylistic patterns of the universe of pre-existing musical

expression. But what the major record labels really don’t want is competition. Where Suno sees

musicians, teachers, and everyday people using a new tool to create original music, the labels see

a threat to their market share.

Suno will ultimately prevail in this litigation because the values that copyright law

embodies and protects are Suno’s values: incentivizing innovation in the service of enabling more

expression of more ideas by more people. Plaintiffs’ lawsuit reflects the opposite values: an

attempt to misuse IP rights to shield incumbents from competition and reduce the universe of

people who are equipped to create new expression.

A. What Suno Is And How It Works

Suno offers a new technology that allows people to use plain English descriptions of

genres, styles, and other musical elements to create new music. For example, a prompt to Suno to

generate a song in the style of early 1980s “new wave” synth-pop, with an upbeat tempo but a

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somber feel, will in fact—with some iterative refinements from the user—yield an audio file with

the characteristic instrumentation, timbres, and overall gestalt of the category described. Users

can also instruct the tool to incorporate their own original song lyrics, or new lyrics generated by

a different artificial intelligence platform, into the auditory output.

The combination of these capabilities makes Suno an engine for effectively limitless

creativity. A dutiful grandson can take his grandfather’s poetry and turn it into music whose

creation would previously have been out of reach.1 A legendary rapper whose vocal chords were

damaged in a car crash 35 years ago can recreate his old voice and make new music for the first

time in decades.2 The opportunities for new artistic output are endless.

The technological foundation of that engine of creation is an underlying model of how

music works. The model is a type of computer program known as a “neural network.” It was

constructed by showing the program tens of millions of instances of different kinds of recordings.

From analyzing their constitutive elements, the model derived a staggeringly complex collection

of statistical insights about the auditory characteristics of those recordings—what types of sounds

tend to appear in which kinds of music; what the shape of a pop song tends to look like; how the

drum beat typically varies from country to rock to hip-hop; what the guitar tone tends to sound

like in those different genres; and so on.

Through extensive further refinements, Suno’s engineers were able to provide a tool for

virtually anyone to harness the power of that model in the service of generating new music. To be

clear, the model underpinning Suno’s service is not a library of pre-existing content, outputting a

collage of “samples” stitched together from existing recordings. Instead, it is a vast store of

1
See, e.g., https://x.com/AlexFurmansky/status/1811462340686282976.
2
See, e.g., https://www.youtube.com/watch?v=t_pU9Hv-UfY.

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information about what various musical styles consist of, used to generate altogether new auditory

renditions of creations in those styles.

In the design and implementation of its product, Suno has in fact constructed a sweeping

set of guardrails to ensure that any given output will not resemble too closely a particular recording

the model was exposed to in the training process. The tool has been designed not to be able to

process requests for new outputs when they are described by reference to a particular artist’s name,

rather than by reference to a musical style, in general. And while Suno allows people to enter

prompts not just with text but also with sample snippets of audio files, it uses industry-standard

technology to scan all such inputs and ensure that they are the user’s original work, not a

commercial recording. In the ordinary course, these measures are highly effective. Plaintiffs’

apparent efforts to misuse the tool to generate renditions of pre-existing songs (discussed further

below) are both unrepresentative of what real people do with Suno, and a flagrant violation of the

rules governing use of the platform.

B. Plaintiffs’ Sole Claim—That Copies Used In The Training Process,

Never Seen Or Heard By Anyone, Are Infringing—And Why The
Law Will Ultimately Preclude It

Plaintiffs are a set of record labels that likely controls well over 75% of the recordings that

U.S. consumers tend to listen to today. They have filed a lawsuit contending that Suno is liable

for copyright infringement just for having developed its service in the first instance. The

relationship between many of the facts alleged in the Complaint and the legal theory asserted is,

however, at best attenuated and at worst outright confusing. The only act that Plaintiffs contend

was unlawful is Suno’s allegedly having made a copy of copyrighted sound recordings as part of

the process of “training” the model. See Compl. ¶ 50. Plaintiffs explicitly disavow any contention

that any output ever generated by Suno has ever infringed any right that they own. Id. While the

Complaint includes a variety of examples of outputs that allegedly resemble certain pre-existing

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songs, id. ¶¶ 51–67, it goes out of its way to say that the Complaint is not alleging that those outputs

constitute actionable copyright infringement, id. ¶ 50 (“Plaintiffs are not . . . alleging that these

outputs themselves infringe the Copyrighted Recordings”).

That concession will ultimately prove fatal to Plaintiffs’ claims. It is fair use under

copyright law to make a copy of a protected work as part of a back-end technological process,

invisible to the public, in the service of creating an ultimately non-infringing new product.

Congress enacted the first copyright law in this country in 1791. In the 233 years since, no case

has ever—not one single time—reached a contrary conclusion. Every single time the question has

been presented—and it has been presented over and over and over again—the ultimate conclusion

has been that making an “intermediate” copy of a protected work, in the service of generating non-

infringing outputs, is permissible, not actionable. See, e.g., Authors Guild v. Google, Inc., 804

F.3d 202 (2d Cir. 2015) (fair use to copy all of the books in numerous university libraries in order

to create a commercial, full-text searchable index of the assembled corpus); Kelly v. Arriba Soft

Corp., 336 F.3d 811 (9th Cir. 2003) (fair use to copy essentially all of the images on the open

internet and show thumbnail versions to users, in the service of creating image-search

functionality); A.V. ex rel. Vanderhye v. iParadigms, LLC, 562 F.3d 630 (4th Cir. 2009) (fair use

to copy student papers into a plagiarism detection tool). The outcome has been no different when

the copying has been done in the service of creating an ultimate output that competes with the

plaintiff copyright owner’s own product. See, e.g., Sega Enters. Ltd. v. Accolade, Inc., 977 F.2d

1510 (9th Cir. 1992) (fair use to copy copyrighted operating system to create unauthorized but

non-infringing video game in direct competition with proprietor’s own games); Google LLC v.

Oracle Am., Inc., 593 U.S. 1 (2021) (fair use to copy protected aspects of copyrighted computer

software to create a directly competing product).

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This lawsuit thus seeks a genuinely unprecedented result: a ruling that it is actionable

copyright infringement, not fair use, to have copied Plaintiffs’ works as part of the process of

developing a new technology, even though the ultimate outputs of that new technology are

themselves non-infringing.

C. Why Plaintiffs Can’t Contend The Outputs Are Infringing

Let there be no doubt: the outputs here are, as a rule, non-infringing. The copyright statute

speaks to this issue with clarity. It says:

The exclusive rights of the owner of copyright in a sound recording

. . . do not extend to the making or duplication of another sound
recording that consists entirely of an independent fixation of other
sounds, even though such sounds imitate or simulate those in the
copyrighted sound recording.3

Even to the extent that Suno’s outputs “imitate or simulate” sounds in the Plaintiffs’ recordings,

Congress made the public policy choice to immunize such new creations from copyright

infringement liability, so long as they do not themselves contain actual snippets of pre-existing

recordings. Which they do not.

Interestingly, the very reason this statutory provision exists is because the record labels

wanted it.

Today, there are two different copyrighted works embodied in the recording of a new

song—one comprising the notes, chords, and lyrics, which is known as the “musical work” or

“musical composition”; and a separate one in the particular recorded rendition of that song

captured in an audio format, which is known as the “sound recording.” So when a songwriter

today writes a new piece, and it is recorded by two different bands, three copyrights arise: one in

the song itself, and another one in each of the recordings. (As a general matter, the copyrights in

3
17 U.S.C. § 114(b). This is, famously, the provision of the Copyright Act that allowed Taylor Swift to re-record her
old albums even though someone else owned the rights in the originals.

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musical works are owned or administered by music publishers, and the copyrights in sound

recordings are owned or administered by record labels.)

But for the first half of the 20th century, sound recordings were not among the creative

works protected by federal copyright law. The record industry lobbied successfully in the 1950s

and 1960s to change that state of affairs, leading to a statutory revision in 1971 that would newly

subject recordings to federal copyright protection going forward.4 But along the way, the

proponents of expanding federal copyright protection to cover sound recordings had to confront a

recurring challenge: what the legislative record describes as a “great deal of confusion” as to

whether that protection would, as a practical matter, foreclose “imitation or mimicry of a general

style or manner of performance.”5 Essentially, the recording industry very much wanted it to be

copyright infringement to make copies of a record and sell them out of the trunk of a car; but many

of the same stakeholders had concerns about the prospect of copyright infringement claims arising

from a new record in the same general style as a pre-existing one. Ambiguity around what it would

mean for one band’s record to sound too much like another band’s would subject the industry to a

cloud of legal uncertainty that might chill creative expression.

To address those concerns, Congress embraced a compromise. The 1971 law establishing

copyright protection for sound recordings created new exclusive rights to control their

reproduction and distribution (subject, of course, to all of the standard limitations and exceptions

of copyright law, such as fair use).6 But it included a unique restriction on the scope of those

rights—one with no analog in any other part of copyright law. While the rights in a photograph

might be infringed by another photograph that simply resembles the original too closely,

4
See Pub. L. No. 92-140, 85 Stat. 391 (1971).
5
See Barbara A. Ringer, The Unauthorized Duplication of Sound Recordings at 37 & n.354, Copyright Office Study
No. 26, 86th Cong. 2d Sess. (1957).
6
Pub. L. No. 92-140 (1971) at Section (a).

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irrespective of whether the infringing photo actually constitutes an identical image of the same

captured moment in time, the rights in sound recordings, specifically, would be more narrowly

circumscribed. In the words of the original statute:

[T]he exclusive right of the owner of a copyright in a sound recording to

reproduce it is limited to the right to duplicate the sound recording in a
tangible form that directly or indirectly recaptures the actual sounds fixed
in the recording. Provided further, That this right does not extend to the
making or duplication of another sound recording that is an independent
fixation of other sounds, even though such sounds imitate or simulate those
in the copyrighted sound recording.7

The point, as a contemporaneous commenter noted, was to make it illegal to copy and sell existing

records, but at the same time to spare “courts . . . the delicate task of comparing the styles,

arrangements and tones of one performer with those of another.”8 Several years later, that

provision was recodified, in modestly slimmed-down form but without substantive alteration, in

17 U.S.C. § 114(b), where it remains in full force and effect today.9

Fast-forward to 2024 and the age of generative AI. The effect of this legislative

compromise is that the outputs of tools like Suno, which do not reprise “the actual sounds fixed”

in any “recording” owned by any record label, are not and cannot be even prima facie copyright

infringements. The outputs generated by Suno are new sounds, informed precisely by the “styles,

arrangements and tones” of previous ones. They are per se lawful.

D. What Suno Was Trained On

It is no secret that the tens of millions of recordings that Suno’s model was trained on

presumably included recordings whose rights are owned by the Plaintiffs in this case. As

paragraph 9 of the Complaint itself recognizes, an AI tool designed to generate new instances of

creative expression in long-established artistic genres must, in its training phase, have encountered

7
Id.
8
See Comment, Performers’ Rights and Copyright: The Protection of Sound Recordings from Modern Pirates, 59
Calif. L. Rev. 548, 571 (1971).
9
See Pub. L. No. 94-553, 90 Stat. 2541, 2560 (1976).

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and identified common patterns from prior examples—essentially as many as can be located, many

of which Plaintiffs control. Accordingly, Suno’s training data includes essentially all music files

of reasonable quality that are accessible on the open Internet, abiding by paywalls, password

protections, and the like, combined with similarly available text descriptions.

The Complaint describes fairly elaborate efforts by Plaintiffs to show that the “Copyrighted

Recordings”—a term defined to refer to the asserted works-in-suit—were specifically included in

the data set that Suno used as the raw material from which its neural network extracted insights

regarding how music works. See Compl. ¶ 52. For example, Plaintiffs evidently inputted the full

lyrics from the song “Johnny B. Goode,” along with the prompt, “1950s rock and roll, rhythm &

blues, 12 bar blues, rockabilly, energetic male vocalist, singer guitarist,” and found that the output

“replicates the highly distinctive rhythm of the original’s chorus, and uses the same melodic shape

on the phrases ‘go Johnny, go, go.’” Id. ¶ 54. “These similarities,” Plaintiffs contend, “are only

possible because Suno copied the Copyrighted Recordings that contain these musical elements.”

Id.

But that conclusion actually does not follow from the investigation that supposedly

preceded it. In fact, even a cursory search on Spotify reveals literally hundreds of different

recordings of “Johnny B. Goode” (to say nothing of countless other recordings of similar songs in

the same style). Consequently, Plaintiffs’ argument betrays a profound misunderstanding of the

technology at issue by suggesting that UMG’s particular version must have been in the training set

because Suno allegedly generated an output that contains “the highly distinctive rhythm of the

original’s chorus,” along with the “same melodic shape.” So too do countless other recordings of

the song. And to be clear, these are largely features of the musical composition “Johnny B.

Goode”—the rights to which are apparently owned not by any of the Plaintiffs here, but by two

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unrelated music publishers.10 So when Plaintiffs’ lawyers prompted Suno with the lyrics to the

musical composition “Johnny B. Goode,” see Compl. ¶ 54, they not only flagrantly violated Suno’s

Terms of Service—which are designed to ensure that the product is used to generate new artistic

expression11—but also apparently committed prima facie acts of infringement of those third-party

publishers’ rights.

More importantly, however, this case is not a “whodunnit.” Irrespective of whether

UMG’s particular version of “Johnny B. Goode” was in Suno’s training data, many UMG

recordings probably were given the massive size of the catalog UMG has assembled through

decades of M&A transactions. Plaintiffs will have ample opportunity to comb through the relevant

data, all of which has been preserved, once discovery commences. And when the facts come out,

this litigation—or more precisely, the portion of this litigation concerning Suno’s conduct, as

opposed to the portion of this litigation concerning the record labels’ actions—will be about why

the law has always permitted comparable uses of copyrighted works, and why this time should be

no different.

E. The Major Labels’ Aversion To Competition

A healthy portion of the Complaint is dedicated to describing Plaintiffs’ concern that the

outputs of Suno’s service will compete with their catalogs of sound recordings. See, e.g., Compl.

¶ 12 (complaining of the danger of “overrunning the market with AI-generated music”); id. ¶ 4

(warning that Suno’s “musical outputs could saturate the market with machine-generated content

10
Specifically, BMG Rights Management (US) LLC, and Music Services, Inc., according to publicly available
sources.
11
See generally Suno’s Terms of Service, https://suno.com/terms (“It is very important that you only upload, post,
publish, or display . . . Submissions that you have rights to use and provide hereunder. By uploading any Submission,
you represent and warrant that: you have, or have obtained, all rights, licenses, consents, permissions, power and/or
authority necessary to submit and use (and allow us to use) such Submission in connection with the Service, including
for the purpose of generating your Output.”).

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that will directly compete with, cheapen, and ultimately drown out . . . genuine sound recordings”).

That is a familiar refrain from incumbents in the music industry.

When records first began to gain commercial traction in the 1930s, musicians aggressively

lobbied against their use, warning that replacing orchestras with pre-recorded performances would

leave real musicians “on the ‘human scrap heap.’”12 When synthesizers began to gain popularity

in the 1960s, leaders of the American Federation of Musicians passed a resolution banning use of

the technology for fear that it would be “used to replace instrumentalists.”13 In the 1980s, a branch

of the U.K. Musicians’ Union passed a motion to ban drum machines “in all recording and live

work, arguing that such automatons are doing the musicians out of work.”14

More recently, the major record labels have made a standard practice of seeking to thwart

competition from smaller, independent labels—using complex contractual constraints to prevent

streaming services from leaning more heavily on smaller labels willing to license at lower rates.15

Collectively and individually, the major record labels wield massive market power.16 And they

have not hesitated to exploit it in fundamentally anticompetitive ways.17 This is not speculation—

these issues have been adjudicated in regulatory proceedings.

12
See Marc Coleman, Playback: From the Victrola to MP3, 100 Years of Music, Machines, and Money, New York,
Da Capo Press (2003), at 40–41 (quoted in Chris R. Rasmussen, “Lonely Sounds: Recorded Popular Music and
American Society, 1949-1979” (2008) at 25, Dissertations, Theses, & Student Research, Department of History,
University of Nebraska (available at https://digitalcommons.unl.edu/cgi/viewcontent.cgi?article=1015&
context=historydiss).
13
See “An AFM Ban on the Moog Synthesizer?” Rolling Stone (Apr. 19, 1969), at 10.
14
See “Robots 2, Unions 0,” The Globe and Mail (June 4, 1982), at E5.
15
See Copyright Royalty Board, Determination of Royalty Rates and Terms for Ephemeral Recording and Webcasting
Digital Performance of Sound Recordings (Web IV), 81 Fed. Reg. 26316, 26373 (“the Majors commonly include anti-
steering or MFN clauses in their agreements with the services”).
16
See Web IV, 81 Fed. Reg. at 26368 (holding that “the Majors could utilize their combined market power to prevent
price competition among them by virtue of their complementary oligopoly power”)
17
See Johnson v. Copyright Royalty Bd., 969 F.3d 363, 382 (D.C. Cir. 2020) (finding that the major labels “have
considerable market power vis-à-vis [licensees], and they have leveraged that power to extract excessive royalties.”).

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In the AI space, the labels have been even more brazen. On information and belief, they

have sought to impose deal terms on a broad array of licensees effectively requiring an across-the-

board “no AI” policy—essentially trying to leverage their exclusive rights under copyright law to

strong-arm music users into categorically avoiding artificial intelligence products. With respect

to music AI start-ups, specifically, the relevant facts have not yet come fully to light—but there

are certainly indications that the labels, through their trade group the Recording Industry

Association of America, may have responded to outreach from potential commercial

counterparties by engaging in one or more concerted refusals to deal.

This behavior is not just atmospherically relevant to this case. It goes directly to Plaintiffs’

longstanding practice of misusing their aggregated copyrights to gain unfair advantage in the

marketplace, well beyond what copyright law itself allows. The defense of copyright misuse “is

often applied when a defendant can prove either (1) a violation of the antitrust laws; (2) that the

copyright owner otherwise illegally extended its monopoly; or (3) that the copyright owner

violated the public policies underlying the copyright laws.” Omega S.A. v. Costco Wholesale

Corp., 776 F.3d 692, 700 (9th Cir. 2015) (Wardlaw, J., concurring). The effect of a finding of

copyright misuse is to preclude enforcement of the copyright or copyrights at issue during the

period of misuse. Prac. Mgmt. Info. Corp. v. Am. Med. Ass’n, 121 F.3d 516, 520 n.9 (9th Cir.

1997). “[T]he defense of copyright misuse is available even if the defendants themselves have not

been injured by the misuse.” Lasercomb Am., Inc. v. Reynolds, 911 F.2d 970, 979 (4th Cir. 1990).

With the benefit of discovery, Suno will show that even setting the fair use issue aside, Plaintiffs’

pervasive copyright misuse bars their claims altogether.

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F. Conclusion

No one owns musical styles.18 Developing a tool to empower many more people to create

music, by scrupulously analyzing what the building blocks of different styles consist of, is a

quintessential fair use under longstanding and unbroken copyright doctrine. Plaintiffs’ contrary

vision is fundamentally inconsistent with the law and its underlying values.

RESPONSES TO SPECIFIC ALLEGATIONS

NATURE OF THE ACTION19

1. Suno admits that artificial intelligence (“AI”) and machine learning are the next

frontier of technological development and present significant future opportunities. Suno denies

the remaining allegations of this paragraph.

2. Suno admits that AI companies, like all other enterprises, must abide by the laws

that protect human creativity and ingenuity. The remaining allegations in this paragraph contain

legal conclusions to which no response is required.20 Suno denies that this lawsuit seeks to enforce

any valid claim under applicable law.

3. Suno admits that generative AI tools assist humans in creating new and innovative

music. The remaining allegations in this paragraph contain legal conclusions to which no response

is required.

4. Suno admits that its generative AI tool allows users to generate, among other things,

digital music files in response to basic inputs. Suno admits that its model was constructed by

18
See, e.g., Cortes v. Universal Music Latino, 477 F. Supp. 3d 1290, 1301 (S.D. Fla. 2020) (rejecting claim of
protection “for the musical genre of ‘Reggaeton’”); Peters v. West, 692 F.3d 629, 636 (7th Cir. 2012) (“[N]o poet can
claim copyright protection in the form of a sonnet or a limerick.”).
19
The various headings and subheadings of the Complaint are not allegations and thus do not require a response. Suno
reproduces them in this Answer solely for convenience. To the extent a response is required, Suno denies any
allegations contained in the headings and subheadings of the Complaint.
20
To the extent a response to any legal conclusion herein is required, Suno denies the allegation.

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showing the program a vast amount of different kinds of sound recordings in order to derive

statistical insights about those recordings. Suno denies the remaining allegations of this paragraph.

5. The allegations in this paragraph contain legal conclusions to which no response is

required.

6. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, and on that basis denies them.

7. Suno admits that it offers a generative AI tool that creates digital music files within

seconds of receiving a user’s prompts. Suno further admits that constructing its generative AI tool

required showing the program massive amounts of data in order to derive statistical insights about

that data. Suno also admits that it charges many of its users monthly fees to use its product and

produce digital files. Suno denies any remaining allegations of this paragraph.

8. Suno admits that constructing its generative AI tool required showing the program

tens of millions of different kinds of recordings in order to derive statistical insights about them.

Suno admits that the quoted language appears in an August 3, 2023 post from the @georg Discord

account. Suno further admits that the quoted language appears in Rachel Metz, The AI Music Era

Is Here. Not Everyone Is a Fan, Bloomberg (May 6, 2024), available at

https://www.bloomberg.com/news/articles/2024-05-06/suno-udio-and-more-the-ai-music-era-is-

here-not-everyone-is-a-fan. Suno also admits that the quoted language appears in Brian Hiatt, A

ChatGPT for Music is Here. Inside Suno, the Startup Changing Everything, Rolling Stone (Mar.

17, 2024), available at https://www.rollingstone.com/music/music-features/suno-ai-chatgpt-for-

music-1234982307/. To the extent the allegations in this paragraph purport to summarize or

characterize or are inconsistent with the full text, Suno denies those allegations. Suno denies any

remaining allegations of this paragraph.

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9. Suno admits that constructing its generative AI tool required showing the program

tens of millions of instances of different kinds of recordings sources in order to derive statistical

insights about them. Suno lacks knowledge or information sufficient to form a belief as to the

truth of the remaining allegations in this paragraph, and on that basis denies them.

10. Suno admits that the selectively quoted language appears in a pre-litigation

correspondence between Suno and Plaintiffs, the full text of which speaks for itself. Suno also

admits that it stated in that correspondence that “on the facts” the RIAA “suggest[ed]” the

development of generative AI tools would be fair use. To the extent the allegations in this

paragraph purport to summarize or characterize or are inconsistent with the full text of Suno’s

correspondence, Suno denies those allegations. To the extent that the allegations in this paragraph

contain legal conclusions, no response is required. Suno denies any remaining allegations of this

paragraph.

11. To the extent the allegations in this paragraph contain legal conclusions, no

response is required. To the extent a response is required, Suno lacks knowledge or information

sufficient to form a belief as to the truth of the allegations in this paragraph, and on that basis

denies them.

12. Suno admits that over 10,000,000 users have generated music files using its

product. To the extent the allegations in this paragraph contain legal conclusions, no response is

required. To the extent the allegations in this paragraph purport to quote from portions of a

publicly available comment, the full text of the comment speaks for itself. Suno lacks knowledge

or information sufficient to form a belief as to the truth of the remaining allegations in this

paragraph, including stream counts associated with unidentified “outputs” referenced therein, and

on that basis denies them.

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13. Suno admits that it offers a subscription plan, “Premier,” available for $24 per

month. Suno further admits that its latest funding round raised $125 million. Suno admits that it

has been successful in its fundraising efforts, which have attracted prominent investors. Suno

lacks knowledge or information sufficient to form a belief as to the truth of the unattributed

company valuation in this paragraph. Suno denies any remaining allegations of this paragraph.

14. The allegations in this paragraph contain legal conclusions to which no response is

required. Suno denies the remaining allegations of this paragraph.

15. The allegations in this paragraph contain legal conclusions to which no response is

required. Suno denies the remaining allegations of this paragraph.

16. The allegations in this paragraph contain legal conclusions to which no response is

required.

THE PARTIES

17. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, and on that basis denies them.

18. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, and on that basis denies them.

19. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph and Exhibit A, and on that basis denies them.

20. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph and Exhibit A, and on that basis denies them.

21. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, and on that basis denies them.

22. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, and on that basis denies them.

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23. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, and on that basis denies them.

24. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, and on that basis denies them.

25. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, and on that basis denies them.

26. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph and Exhibit A, and on that basis denies them.

27. To the extent the allegations in this paragraph contain legal conclusions, no

response is required. To the extent a response is required, Suno lacks knowledge or information

sufficient to form a belief as to the truth of the allegations in this paragraph and Exhibit A, and on

that basis denies them.

28. Suno admits that Suno, Inc. is a Delaware corporation with its current principal

place of business at 17 Dunster Street, Cambridge, Massachusetts 02138.

29. The allegations of this paragraph are directed at unknown parties, and Suno lacks

knowledge or information sufficient to form a belief as to the truth of the allegations in this

paragraph about the unknown parties, and on that basis denies them. The remaining allegations

against Suno are legal conclusions to which no response is required.

JURISDICTION AND VENUE

30. For purposes of this action, Suno does not contest subject matter jurisdiction. The

paragraph otherwise contains legal conclusions to which no response is required.

31. For purposes of this action, Suno does not contest personal jurisdiction. The

paragraph otherwise contains legal conclusions to which no response is required.

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32. For purposes of this action, Suno does not contest venue. The paragraph otherwise

contains legal conclusions to which no response is required.

FACTUAL BACKGROUND

33. To the extent the allegations in this paragraph contain legal conclusions, no

response is required. To the extent a response is required, Suno lacks knowledge or information

sufficient to form a belief as to the truth of the allegations in this paragraph, and on that basis

denies them.

34. To the extent the allegations in this paragraph contain legal conclusions, no

response is required. To the extent a response is required, Suno lacks knowledge or information

sufficient to form a belief as to the truth of the allegations in this paragraph, and on that basis

denies them.

35. Suno admits that a beta version of its music generation tool was launched in July

2023. Suno further admits that the quoted language appears in Suno, About, available at

https://suno.com/about.

36. Suno admits that it initially engaged users to generate AI music files through its

channel on the social media website Discord, and later rolled out a web interface to expand the

reach of its music generation product. Suno further admits that in December 2023, it announced

a partnership with Microsoft through which Suno’s tool would be integrated into Microsoft’s AI

chatbot Copilot.

37. Suno admits that its product allows users to enter text prompts to generate digital

music files. Suno further admits that users can enter prompts using Suno’s website interface or

Microsoft’s Copilot. Suno also admits that users can prompt Suno’s tool with a description of the

music they want to generate, which can include specifying the genre, lyrics, story direction, and

themes to serve as inspiration. Suno admits that its tool processes the user’s prompt and generates

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digital music files within seconds. Suno further admits that its website generates two files per

prompt, and Copilot’s Suno plug-in generates one. Suno also admits that its tool’s customization

options allow users to adjust elements of the files, including tempo, mood, and genre.

38. Suno admits that it offers both free and paid versions of its product. Suno admits

that under the free plan, users are given 50 credits per day, equivalent to 10 music files. Suno

admits that under its Terms of Service, free users can “only use Outputs generated from

Submissions made . . . through the Service” for “lawful, internal, personal and non-commercial

purposes.” Suno admits that users can subscribe to the Pro and Premier plans for monthly fees of

$8 and $24, respectively. Suno admits that the Pro plan gives users 2,500 credits per day. Suno

admits that 2,500 credits allow users to create 500 music files. Suno admits that the Premier plan

gives users 10,000 credits per day. Suno admits that 10,000 credits allow users to create 2,000

music files. Suno admits that, per its Terms of Service, Suno assigns to users “all of its right, title

and interest in and to any Output owned by Suno and generated from Submissions made by users

through the Service during the term of their paid-tier subscription.” To the extent the allegations

in this paragraph contain legal conclusions, no response is required. Suno denies any remaining

allegations of this paragraph.

39. Suno admits that on March 21, 2024, Suno launched a new version of its tool,

named “v3.” Suno further admits that the quoted language appears in Suno Blog, Introducing v3

(Mar. 21, 2024), available at https://suno.com/blog/v3. Suno also admits that v3 enables all users,

free or paid, to generate digital music files up to two minutes in length virtually instantaneously.

40. Suno admits that on May 30, 2024, Suno launched another version of its tool,

named “v3.5.” Suno further admits that it described v3.5 as an updated version of v3. Suno admits

that v3.5 enables all users, free or paid, to generate digital music files up to four minutes in length

virtually instantaneously. Suno admits that it has announced that its next version, “v4,” is in

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development. Suno admits that the quoted language appears in a March 24, 2024 post from the

@suno_ai_ X account, available at https://x.com/suno_ai_/status/1794145852723777559. To the

extent the allegations in this paragraph purport to summarize or characterize or are inconsistent

with it, Suno denies those allegations.

41. Suno admits that its model is based on a machine learning model. Suno further

admits that its model produces audio. Suno also admits that its model is a type of computer

program known as a “neural network,” which was constructed by showing the program tens of

millions of instances of different kinds of recordings gathered from publicly available sources. By

analyzing their constitutive elements, the model derived a complex collection of statistical insights

about the auditory characteristics of those recordings. Suno admits that its training process

includes additional further technical refinements. Suno lacks knowledge or information sufficient

to form a belief as to the truth of the remaining allegations in this paragraph, and on that basis

denies them.

42. Suno admits that the quoted language appears in Brian Hiatt, A ChatGPT for Music

is Here. Inside Suno, the Startup Changing Everything, Rolling Stone (Mar. 17, 2024), available

at https://www.rollingstone.com/music/music-features/suno-ai-chatgpt-for-music-1234982307/.

To the extent the allegations in this paragraph purport to summarize or characterize or are

inconsistent with it, Suno denies those allegations. Suno lacks knowledge or information sufficient

to form a belief as to the truth of the remaining allegations in this paragraph, and on that basis

denies them.

43. Suno admits that its model is a type of computer program known as a “neural

network,” which was constructed by showing the program tens of millions of instances of different

kinds of recordings gathered from publicly available sources. By analyzing their constitutive

elements, the model derived a complex collection of statistical insights about the auditory

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characteristics of those recordings. Suno admits that its training process includes additional further

technical refinements. Suno denies the remaining allegations of this paragraph.

44. Suno admits its model generates new music in existing musical styles using a

complex collection of statistical insights regarding those styles that it has derived from tens of

millions of sound recordings. Suno denies the remaining allegations of this paragraph.

45. Suno denies the allegations of this paragraph.

46. Suno admits that constructing its generative AI tool required showing the program

tens of millions of instances of different kinds of recordings in order to derive statistical insights

about them. Suno lacks knowledge or information sufficient to form a belief as to the truth of the

remaining allegations in this paragraph, and on that basis denies them.

47. Suno admits that the quoted language appears in Brian Hiatt, A ChatGPT for Music

is Here. Inside Suno, the Startup Changing Everything, Rolling Stone (Mar. 17, 2024), available

at https://www.rollingstone.com/music/music-features/suno-ai-chatgpt-for-music-1234982307/.

To the extent the allegations in this paragraph purport to summarize or characterize or are

inconsistent with the quoted language, Suno denies those allegations. Suno denies any remaining

allegations of this paragraph.

48. The allegations in this paragraph contain legal conclusions to which no response is

required. Suno also lacks knowledge or information sufficient to admit or deny the allegations of

this paragraph about “casual observers,” and on that basis denies them.

• Suno admits that the quoted language appears in Brian Hiatt, AI-Music Arms Race:

Meet Suno, the Other ChatGPT for Music, Rolling Stone (Apr. 10, 2024). To the

extent the allegations in this paragraph purport to summarize or characterize or are

inconsistent with the quoted language, Suno denies those allegations.

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• Suno admits that the quoted language appears in Sharon Goldman, AI Music May

be Having a Moment, But Human Songwriters Would Like a Word, Fortune (May

17, 2024). To the extent the allegations in this paragraph purport to summarize or

characterize or are inconsistent with the quoted language, Suno denies those

allegations.

• Suno admits that the quoted language appears in Mike Wheatley, Generative AI

Music Maker Startup Suno Raises $125M in Funding, SiliconANGLE (May 21,

2024). To the extent the allegations in this paragraph purport to summarize or

characterize or are inconsistent with the quoted language, Suno denies those

allegations.

• Suno admits that the quoted language appears in Daniel Tencer, Suno Could Get

Sued By The Record Business. Who’s Backing it With $125M?, Music Business

Worldwide (May 28, 2024). To the extent the allegations in this paragraph purport

to summarize or characterize or are inconsistent with the quoted language, Suno

denies those allegations.

49. Suno admits that the selectively quoted language appears in pre-litigation

correspondence between Suno and Plaintiffs, the full text of which speaks for itself. To the extent

the allegations in this paragraph purport to summarize or characterize or are inconsistent with the

full text of that correspondence, Suno denies those allegations.

50. Suno admits that Plaintiffs do not appear to be alleging that the outputs of Suno’s

model “infringe the Copyrighted Recordings.” Consistent with its Preliminary Statement, Suno

denies the allegation that “the fact that Suno’s product generates digital music files that mimic

readily identifiable features of the Copyrighted Recordings supports the conclusion that Suno is

using the Copyrighted Recordings in training its AI model.”

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51. Consistent with its Preliminary Statement, Suno denies that any alleged similarities

between model output and Plaintiffs’ Copyrighted Recordings “betray that the model was trained

on Copyrighted Recordings.” Suno lacks knowledge or information sufficient to form a belief as

to the truth of the remaining allegations in this paragraph, and on that basis denies them.

52. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph regarding Plaintiffs’ “test,” and on that basis denies them.

Consistent with its Preliminary Statement, Suno denies that the results of that “test” “confirm that

Suno has copied for training purposes the Copyrighted Recordings, because this degree of

similarity in output would be impossible if Suno were not training on the Copyrighted

Recordings.”

53. Suno denies this allegation.

54. Suno denies that any alleged similarities between model output and Plaintiffs’

Copyrighted Recordings “are only possible because Suno copied the Copyrighted Recordings that

contain these musical elements.” Suno lacks knowledge or information sufficient to form a belief

as to the truth of the remaining allegations in this paragraph and footnote 14, including with respect

to Plaintiff UMG’s copyright ownership, and on that basis denies them.

55. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, including with respect to Plaintiff UMG’s copyright ownership,

and on that basis denies them.

56. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, including with respect to Plaintiff UMG’s copyright ownership,

and on that basis denies them.

57. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph and Exhibit B and on that basis denies them.

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58. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, including concerning Plaintiff UMG’s copyright ownership, and

on that basis denies them.

59. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, including concerning Plaintiff UMG’s copyright ownership, and

on that basis denies them.

60. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, including concerning Plaintiff UMG’s copyright ownership, and

on that basis denies them.

61. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, including concerning Warner Records Inc.’s copyright

ownership, and on that basis denies them.

62. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph, and on that basis denies them.

63. Suno lacks knowledge or information sufficient to admit or deny the allegations of

this paragraph about “producer tags,” and on that basis denies them.

64. Suno lacks knowledge or information sufficient to admit or deny the allegations of

this paragraph about “producer tags,” and on that basis denies them.

65. Suno lacks knowledge or information sufficient to admit or deny the allegations of

this paragraph about “tags,” or about Plaintiffs’ copyrighted sound recordings, and on that basis

denies them.

66. To the extent the allegations in this paragraph purport to reference portions of a

publicly available video posted on March 8, 2024 on X by @mignano, the full video speaks for

itself. To the extent the allegations in this paragraph purport to summarize or characterize or are

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inconsistent with it, Suno denies those allegations. Suno admits that the quoted language in

footnote 17 appears in Joe Coscarelli, An A.I. Hit of Fake ‘Drake’ and ‘The Weeknd’ Rattles the

Music World, N.Y. Times (Apr. 19, 2023), available at

https://www.nytimes.com/2023/04/19/arts/music/ai-drake-the-weeknd-fake.html. To the extent

the allegations in this paragraph purport to summarize or characterize or are inconsistent with it,

Suno denies those allegations. Suno further admits that the quoted language in footnote 17 appears

in Jem Aswad, What Would It Take for an AI-Generated Song to Qualify for a Grammy?, Variety

(Oct. 17, 2023), available at https://variety.com/2023/music/news/grammys-ai-drake-weeknd-

awards-1235758275/. To the extent the allegations in this paragraph purport to summarize or

characterize or are inconsistent with it, Suno denies those allegations.

67. Suno lacks knowledge or information sufficient to form a belief as to the truth of

the allegations in this paragraph or Exhibit B, and on that basis denies them.

68. Suno admits that the parties engaged in correspondence prior to Plaintiffs filing this

lawsuit, the full text of which speaks for itself. Suno admits that it stated in that correspondence

that “on the facts” the RIAA “suggest[ed]” the development of generative AI tools would be fair

use. To the extent the allegations in this paragraph purport to summarize or characterize or are

inconsistent with the full text, Suno denies those allegations. The remaining allegations in this

paragraph contain legal conclusions to which no response is required. To the extent a response is

required, Suno denies the allegations of this paragraph.

69. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno denies the allegations of this paragraph.

70. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno denies the allegations of this paragraph.

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71. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno denies the allegations of this paragraph.

72. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno denies the allegations of this paragraph.

73. Suno admits that the quoted language appears in Suno Blog, Introducing v3 (Mar.

21, 2024), available at https://suno.com/blog/v3. Suno further admits that the quoted language

appears in an October 1, 2023 post from the @keenan Discord account. Suno admits that

constructing its generative AI tool required showing the program tens of millions of instances of

different kinds of recordings sources in order to derive statistical insights about them. Suno lacks

knowledge or information sufficient to form a belief as to the truth of the remaining allegations in

this paragraph, and on that basis denies them.

74. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno denies the allegations of this paragraph.

75. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno denies the allegations of this paragraph.

76. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno denies the allegations of this paragraph.

77. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno denies the allegations of this paragraph.

78. Suno admits that over 10,000,000 people have created digital music files using the

Suno tool. Suno lacks knowledge or information sufficient to admit or deny the allegations of this

paragraph about “users,” and on that basis denies them. Suno admits that, per its Terms of Service,

Suno assigns to users “all of its right, title and interest in and to any Output owned by Suno and

generated from Submissions made by users through the Service during the term of their paid-tier

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subscription.” The remaining allegations in this paragraph contain legal conclusions to which no

response is required. To the extent a response is required, Suno lacks knowledge or information

sufficient to admit or deny the allegations of this paragraph, and on that basis denies those

allegations.

79. Suno admits that the quoted language appears in the letter available at

https://artistrightsnow.medium.com/200-artists-urge-tech-platforms-stop-devaluing-music-

559fb109bbac. The remaining allegations of this paragraph contain legal conclusions to which no

response is required. To the extent a response is required, Suno denies the remaining allegations.

80. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno denies these allegations.

81. Suno admits that there is room for AI and human creators to forge a sustainable,

complementary relationship that promotes human creativity and facilitates the human creations

that shape culture, excite the public, and resonate with consumers. The remaining allegations in

this paragraph contain legal conclusions to which no response is required. To the extent a response

is required, Suno denies these allegations.

82. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno denies these allegations.

CLAIMS FOR RELIEF

FIRST CAUSE OF ACTION

(Direct Copyright Infringement of Post-1972 Copyrighted Recordings)

83. Suno incorporates by reference its responses to all allegations set forth in

paragraphs 1–82 as if fully set forth herein.

84. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno lacks knowledge or information sufficient to

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admit or deny the allegations of this paragraph concerning Plaintiffs’ copyrighted sound

recordings, and on that basis denies those allegations. Suno otherwise denies the remaining

allegations of this paragraph.

85. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno lacks knowledge or information sufficient to

admit or deny the allegations of this paragraph concerning Plaintiffs’ copyrighted sound

recordings, and on that basis denies those allegations. Suno otherwise denies the remaining

allegations of this paragraph.

86. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno lacks knowledge or information sufficient to

admit or deny the allegations of this paragraph concerning Plaintiffs’ copyrighted sound

recordings, and on that basis denies those allegations. Suno otherwise denies the remaining

allegations of this paragraph.

87. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno lacks knowledge or information sufficient to

admit or deny the allegations of this paragraph concerning Plaintiffs’ copyrighted sound

recordings, and on that basis denies those allegations. Suno otherwise denies the remaining

allegations of this paragraph.

88. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno lacks knowledge or information sufficient to

admit or deny the allegations of this paragraph concerning Plaintiffs’ copyrighted sound

recordings, and on that basis denies those allegations. Suno otherwise denies the remaining

allegations of this paragraph.

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89. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno lacks knowledge or information sufficient to

admit or deny the allegations of this paragraph concerning Plaintiffs’ copyrighted sound

recordings, and on that basis denies those allegations. Suno otherwise denies the remaining

allegations of this paragraph.

90. The allegations in this paragraph contain legal conclusions to which no response is

required.

91. The allegations in this paragraph contain legal conclusions to which no response is

required.

SECOND CAUSE OF ACTION

(Direct Copyright Infringement of Pre-1972 Copyrighted Recordings)

92. Suno incorporates by reference its responses to all allegations set forth in

paragraphs 1–82 as if fully set forth herein.

93. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno lacks knowledge or information sufficient to

admit or deny the allegations of this paragraph concerning Plaintiffs’ copyrighted sound

recordings, and on that basis denies those allegations. Suno otherwise denies the remaining

allegations of this paragraph.

94. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno lacks knowledge or information sufficient to

admit or deny the allegations of this paragraph concerning Plaintiffs’ copyrighted sound

recordings, and on that basis denies those allegations. Suno otherwise denies the remaining

allegations of this paragraph.

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95. To the extent that the allegations in this paragraph contain legal conclusions, no

response is required. To the extent a response is required, Suno lacks knowledge or information

sufficient to admit or deny the allegations of this paragraph concerning Plaintiffs’ copyrighted

sound recordings, and on that basis denies those allegations. Suno otherwise denies the remaining

allegations of this paragraph.

96. The allegations in this paragraph contain legal conclusions to which no response is

required.

97. The allegations in this paragraph contain legal conclusions to which no response is

required. To the extent a response is required, Suno lacks knowledge or information sufficient to

admit or deny the allegations of this paragraph concerning Plaintiffs’ copyrighted sound

recordings, and on that basis denies those allegations. Suno otherwise denies the remaining

allegations of this paragraph.

98. To the extent that the allegations in this paragraph contain legal conclusions to

which no response is required. To the extent a response is required, Suno lacks knowledge or

information sufficient to admit or deny the allegations of this paragraph concerning Plaintiffs’

copyrighted sound recordings, and on that basis denies those allegations. Suno otherwise denies

the remaining allegations of this paragraph.

99. The allegations in this paragraph contain legal conclusions to which no response is

required.

100. The allegations in this paragraph contain legal conclusions to which no response is

required.

PRAYER FOR RELIEF

In response to the Prayer for Relief, Suno denies that Plaintiffs are entitled to the requested

relief, or to any relief whatsoever.

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A. In response to the Prayer for Relief, Suno denies that Plaintiffs are entitled to the

requested relief, or to any relief whatsoever.

B. In response to the Prayer for Relief, Suno denies that Plaintiffs are entitled to the

requested relief, or to any relief whatsoever.

C. In response to the Prayer for Relief, Suno denies that Plaintiffs are entitled to the

requested relief, or to any relief whatsoever.

D. In response to the Prayer for Relief, Suno denies that Plaintiffs are entitled to the

requested relief, or to any relief whatsoever.

E. In response to the Prayer for Relief, Suno denies that Plaintiffs are entitled to the

requested relief, or to any relief whatsoever.

F. In response to the Prayer for Relief, Suno denies that Plaintiffs are entitled to the

requested relief, or to any relief whatsoever.

JURY DEMAND

With respect to the jury demand contained in Plaintiffs’ Complaint, Suno states that no

response is required. To the extent a response is deemed required, Suno denies that all of Plaintiffs’

claims are properly triable to a jury.

AFFIRMATIVE DEFENSES

In further answer to the allegations made by Plaintiffs in the Complaint, Suno asserts the

following affirmative defenses, incorporating by reference all of the preceding material, including

without limitation the Preliminary Statement above. Suno does not concede that it has the burden

of proof on the defenses listed below.

FIRST AFFIRMATIVE DEFENSE

To the extent there is copying of copyrightable expression, that copying constitutes fair use

pursuant to 17 U.S.C. § 107. Suno’s AI tool uses a back-end technological process, invisible to

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the public, in the service of creating an ultimately non-infringing new product. This is

quintessential fair use.

SECOND AFFIRMATIVE DEFENSE

Plaintiffs’ claims are barred, in whole or in part, by the doctrines of copyright misuse and

unclean hands. The defense of copyright misuse applies when a defendant can prove one of the

following: (1) a violation of the antitrust laws; (2) that the copyright owner otherwise illegally

extended its monopoly; or (3) that the copyright owner violated the public policies underlying the

copyright laws. The effect of a finding of copyright misuse is to preclude enforcement of the

copyright or copyrights at issue during the period of misuse, and the defense is available even if

the defendant has not itself been injured by the misuse. On information and belief, Plaintiffs have

engaged in anticompetitive activities that extend an unlawful monopoly over the production and

commercialization of music, which by itself and/or in connection with other conduct satisfies each

of the three alternative prongs above.

THIRD AFFIRMATIVE DEFENSE

Plaintiffs’ claims are barred, in whole or in part, by one or more other equitable doctrines,

such as waiver, estoppel, and laches.

FOURTH AFFIRMATIVE DEFENSE

Plaintiffs’ claims fail in whole or in part because the complained-of use was validly

licensed by express or implied license.

FIFTH AFFIRMATIVE DEFENSE

Plaintiffs’ claims are barred, in whole or in part, because Plaintiffs do not own or hold

exclusive rights under 17 U.S.C. § 106 or any copyright law over each work that was allegedly

infringed by Suno, including without limitation because some or all of the materials over which

Plaintiffs claim copyright are in the public domain.

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SIXTH AFFIRMATIVE DEFENSE

To the extent there is copying of copyrightable expression, that copying is de minimis.

SEVENTH AFFIRMATIVE DEFENSE

To the extent Plaintiffs establish any act of infringement, that infringement was innocent,

allowing for the Court to reduce any award of statutory damages to an amount as low as $200 per

work infringed. 17 U.S.C. § 504(c)(2).

EIGHTH AFFIRMATIVE DEFENSE

Plaintiffs’ remedies are barred at least in part by the applicable statutes of limitations.

NINTH AFFIRMATIVE DEFENSE

Plaintiffs’ claims are barred, in whole or in part, because Plaintiffs have suffered no

provable injury as a result of Suno’s alleged copying.

TENTH AFFIRMATIVE DEFENSE

Plaintiffs’ claims for injunctive relief are barred, in whole or in part, because Plaintiffs

have failed to state facts sufficient to support a claim for injunctive relief, and there is an adequate

remedy at law.

ELEVENTH AFFIRMATIVE DEFENSE

Plaintiffs’ claims are barred, in whole or in part, because the copyright registrations

purporting to cover some or all of the works in dispute are invalid and do not satisfy the

requirements of 17 U.S.C. §§ 411–412.

ADDITIONAL AFFIRMATIVE DEFENSES

Suno has not knowingly or intentionally waived any applicable defenses and reserves the

right to assert and rely on other applicable defenses as may become available or apparent during

discovery in this matter. Suno reserves the right to amend this Answer and/or its affirmative

defenses.

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REQUEST FOR RELIEF

WHEREFORE, Suno respectfully requests that this Court:

1. Enter judgment in Suno’s favor and against Plaintiffs;

2. Dismiss all claims by Plaintiffs with prejudice;

3. Award Suno its attorneys’ fees and costs to the extent permitted by law; and

4. Grant Suno such other and further relief as this Court deems just and proper.

Dated: August 1, 2024 Respectfully submitted,

/s/ Shlomo Fellig

Shlomo Fellig (BBO# 699643)
LATHAM & WATKINS LLP
200 Clarendon Street
Boston, MA 02116
Telephone: (617) 948-6000
Facsimile: (617) 948-6001
shlomo.fellig@lw.com

Andrew M. Gass (pro hac vice)

Brittany N. Lovejoy (pro hac vice)
LATHAM & WATKINS LLP
505 Montgomery Street
Suite 2000
San Francisco, CA 94111-6538
Telephone: (415) 391-0600
Facsimile: (415) 395-8095
andrew.gass@lw.com
brittany.lovejoy@lw.com

Steven N. Feldman (pro hac vice)

Nathan Taylor (pro hac vice)
LATHAM & WATKINS LLP
1271 Avenue of the Americas
New York, NY 10020
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
steve.feldman@lw.com
nathan.taylor@lw.com

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Case 1:24-cv-11611-FDS Document 28 Filed 08/01/24 Page 35 of 36

Sarang V. Damle (pro hac vice)

LATHAM & WATKINS LLP
555 Eleventh Street, NW
Suite 1000
Washington, D.C. 20004-1304
Telephone: (202) 637-2200
Facsimile: (202) 637-2201
sy.damle@lw.com

Counsel for Defendant Suno, Inc.

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 Case 1:24-cv-11611-FDS Document 28 Filed 08/01/24 Page 36 of 36

CERTIFICATE OF SERVICE

I hereby certify that this document, which was filed with the Court through the CM/ECF
system, will be sent electronically to all registered participants as identified on the Notice of
Electronic Filing, and paper copies will be sent August 1, 2024 to those identified as non-registered
participants.

/s/ Shlomo Fellig

Shlomo Fellig

36